--------------------------------------------------------------------------------

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

(Mark one)
|X|     ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
        OF 1934
        for the fiscal year ended December 31, 2003

|_|     TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934
        for the transition period from ______to ______

                           Commission File No. 0-26682

                      TECHNOLOGY FLAVORS & FRAGRANCES, INC.
                 (Name of Small Business Issuer in its Charter)

    Delaware                   10 Edison Street East               11-3199437
(State or other              Amityville, New York 11701        (I.R.S. Employer
 Jurisdiction of               (Address of Principal            Identification
 Incorporation or                Executive Offices)                  Number)
 Organization)

                                 (631) 842-7600
                (Issuer's Telephone Number, Including Area Code)

           Securities to be registered under Section 12(b) of the Act:
                     Common Stock, par value $.01 per share
                                (Title of Class)

           Securities to be registered under Section 12(g) of the Act:
                     Common Stock, par value $.01 per share
                                (Title of class)

                   Name of each exchange on which registered:
                             American Stock Exchange
                             Toronto Stock Exchange

     Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

                                  Yes __X__   No ____

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of the Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. |X|

     The Issuer's revenues for the fiscal year ended December 31, 2003 were
$15,587,285.

     The aggregate market value of Registrant's voting stock (Common Stock) held
by non-affiliates on March 17, 2004 was approximately $7,157,000 based on the
closing sale price of the Common Stock on such date of U.S. $.77 per share, as
reported by the American Stock Exchange.

     The number of shares outstanding of each class of the issuer's common
equity as of March 17, 2004 was:

           Common Stock, par value $0.01 per share          12,793,773
                             Class

     Documents Incorporated by Reference: None

     Transitional Small Business Disclosure Format: Yes____ No__X__


--------------------------------------------------------------------------------
<PAGE>


                      TECHNOLOGY FLAVORS & FRAGRANCES, INC.

                        2003 Annual Report on Form 10-KSB

                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----
PART I  ....................................................................   1
  ITEM 1   DESCRIPTION OF BUSINESS..........................................   1
  ITEM 2   DESCRIPTION OF PROPERTY..........................................   4
  ITEM 3   LEGAL PROCEEDINGS................................................   4
  ITEM 4   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..............   4

PART II.....................................................................   5
  ITEM 5   MARKETS FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS........   5
  ITEM 6   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OF OPERATIONS........................................   7
  ITEM 7   FINANCIAL STATEMENTS ............................................  10
  ITEM 8   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
           AND FINANCIAL DISCLOSURE ........................................  10
  ITEM 8A  CONTROLS AND PROCEDURES..........................................  10

PART III....................................................................  11
  ITEM 9   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
           COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT................  11
  ITEM 10  EXECUTIVE COMPENSATION ..........................................  14
  ITEM 11  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT...  17
  ITEM 12  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ..................  19
  ITEM 13  EXHIBITS AND REPORTS ON FORM 8-K ................................  19
  ITEM 14  PRINCIPAL ACCOUNTANT FEES AND SERVICES ..........................  20

SIGNATURES .................................................................  21

CERTIFICATIONS .............................................................  22

FINANCIAL STATEMENTS ....................................................... F-1


                                       -i-
<PAGE>


                                     PART I

ITEM 1  DESCRIPTION OF BUSINESS

Introduction

     Technology Flavors & Fragrances, Inc. creates, develops, manufactures and
markets flavors and fragrances that are incorporated by our customers into a
wide variety of consumer and institutional products, including natural and
artificially flavored beverages, confections, foods, pharmaceuticals,
aromatherapy essential oils, perfumes and health and beauty products. We believe
our proprietary formulations are currently used in more than 1,200 products sold
by more than 500 companies worldwide, approximately 50 of which are Fortune
1,000 companies. Our executive offices, manufacturing, research and development,
sales and marketing, and distribution facilities are located in Amityville, New
York. We also have sales, marketing and warehouse facilities located in
Inglewood, California, Toronto, Canada and Santiago, Chile.

     Unless the context otherwise requires, (i) the terms "TFF", "company",
"our", "we" or "us" refer to Technology Flavors & Fragrances, Inc., a Delaware
corporation, together with its wholly-owned subsidiaries, Technology Flavors &
Fragrances, Inc. (Canada), and Technology Flavors & Fragrances S.A. (Chile), and
(ii) all references to "dollars" refer to U.S. dollars.

Background

     We were incorporated in 1989 under the name "Aroma Globe, Inc." In 1991, we
changed our name to "Technology Flavors & Fragrances, Inc." when we acquired the
assets and business of another company by that name. Since then, we have
expanded our operations primarily through acquisitions of other businesses and
internal growth. In 1993, we acquired most of the assets of the Fragrance
Division of F&C International Inc. ("F&C Fragrance Division"). The F&C Fragrance
Division was engaged in the business of developing, manufacturing, marketing and
selling, domestically and internationally, fragrance products for personal care,
cosmetic and toiletry, household, industrial and commercial products.

     In 1994, we completed concurrent offerings of a total of 5,000,000 shares
of our Common Stock, of which (i) 4,670,000 shares were sold to the public in
the Canadian Provinces of Ontario and British Columbia at a price of Cdn. $2.00
per share and (ii) 330,000 shares were sold privately in the United States for
the equivalent price of U.S. $1.44 per share. In addition, our Common Stock was
listed on the Toronto Stock Exchange in 1994. The proceeds of these sales were
used to pay debt incurred to acquire the assets of the F&C Fragrance Division.

     In 2003, we entered into a joint venture agreement in which the operating
results thereof were not material for 2003.

Industry Overview

     We believe that changes in consumer buying habits and preferences over the
past few years have impacted on the industry as a whole and have contributed to
a demand for new and innovative products. We believe that there is a trend
toward more natural foods in the marketplace, requiring manufacturers to produce
more naturally flavored products. Not only has this translated into a steady
shift from artificial to natural ingredients, but we believe it is also placing
greater emphasis on producing flavors that more effectively impart "natural"
tastes in processed foods. We believe that a growing desire among consumers to
adopt a healthier lifestyle is increasing the demand for lighter, healthier
foods. This has posed new challenges for us to develop ways of replacing the
tastes which are lost when sugar, salt, fat and cholesterol are reduced or
eliminated from traditional food preparation.

     Another important trend in the industry, we believe, is the growing
consumption of processed foods. We believe that more than 80% of the food
consumed in the home today is in processed form, with over 1,000 natural and
synthetic flavoring agents being used to produce these foods. We believe that as
the demand for microwaving products and prepared and frozen convenience foods
continues to rise, so, too, will the need for flavor products to counteract the
adverse effects of microwaving and freezing.

     We believe that the trend towards natural, healthier products also includes
soaps, shampoos, cosmetics, detergents, and other cleaning products, air
fresheners, and numerous other household items.

Products

     Our principal product categories include natural flavors, artificial
flavors and fragrances. The five largest end-user categories of our products are
beverages, baked goods, confections, cosmetics and soaps and detergents. Our
flavor products, produced from our proprietary formulations, are sold primarily
to the beverage and food industries. Examples of consumer products containing
our flavor products include confections, toothpaste, chewing gums, prepared
foods, ice creams, animal feeds, candy, alcoholic and non-alcoholic beverages,
poultry, seafood and processed meats.



                                       1
<PAGE>


     Areas which we believe currently offer growth opportunities include flavor
products to enhance "natural food" products to restore the flavors in non-fat
and low fat, sugar, salt and cholesterol foods, and flavor products able to
withstand the effects of microwaving and freezing (i.e., convenience foods).

     Our fragrance products, produced from our proprietary formulations, are
sold primarily to the personal care, cosmetic and toiletry, and household and
industrial product industries. Fragrances are used by customers in the
manufacture of a wide variety of consumer products such as soaps, detergents,
household cleaners, cosmetic creams, lotions and powders, after-shave lotions,
deodorants, air fresheners, perfumes, colognes, aromatherapy oils and hair care
products.

Marketing

     Our marketing strategy principally involves the utilization of direct sales
and marketing personnel strategically located in regions in the U.S., Canada and
South America and, to a lesser extent, independent sales brokers. Typically, our
research and development personnel accompany sales personnel in making sales
presentations to new and existing customers. We believe that this strategy has
worked effectively to promote our products.

     We work in association with existing and potential customers to develop a
flavor or fragrance for a new consumer product. During this process, which
generally lasts between six and 12 months, we typically present the customer
with several samples from our proprietary formulations. Generally, a particular
flavor or fragrance formulation is created and produced for one customer.

     In the last two years, we have furnished over 10,000 samples to existing
and potential customers. The typical lag time between initial sample submissions
and when customers place production orders has historically ranged from 6 to 18
months.

Research and Development

     Our research and development activities are conducted principally at our
Amityville, New York facility. We maintain research and development laboratories
as well as applications laboratories, both of which we believe are necessary for
the development of high quality flavor and fragrance compounds. Our processed
flavor laboratory utilizes amino acids and sugars in a water medium to produce
meat, poultry and roasted flavors and aromas. We currently offer new and
innovative products developed in this laboratory.

     We believe that one of the most fundamental challenges in creating flavor
and fragrance formulations, from a technical standpoint, is the development of
flavors and fragrances which are able to (i) withstand the rigors of processing,
storage and final preparation, and (ii) maintain the integrity of the basic
taste and scent characteristics for the useful life of the final product. In the
case of certain products, such as perfumes, colognes and frozen foods, the
potential shelf life of the product may be a period of up to one year.

     During the past several years, the flavor industry has had to respond to
new demands by consumers for:

     --   products with little or no cholesterol, fat, sugar or salt,

     --   products that withstand microwaving or freezing, and

     --   products that contain more natural ingredients.

     Each of these demands results in taste differences from what consumers have
come to expect so that new flavor formulations are necessary to satisfy taste
expectations. Consequently, we believe our research and development abilities
are increasingly important for flavor products.

     We spent $1,628,000 and $1,481,000 in research and development during 2003
and 2002, respectively. We expect our research and development expenses to
remain approximately at the year 2003 level during year 2004.

Raw Materials

     We utilize a significant number of different raw materials in the
preparation of our flavor and fragrance formulations. We devote considerable
effort to ensuring that these ingredients remain uniform and consistent over
time - a critical process because many of the raw materials we use are
inherently unstable or are derived from plants that vary naturally with seasons
and crop years. Accordingly, we routinely test and analyze shipments of raw
materials for compliance with specifications we set.

                                       2
<PAGE>


     We purchase raw materials from numerous suppliers. For the year ended
December 31, 2003, our largest supplier provided us with approximately 23% of
our raw material requirements. Our three largest suppliers provided us with
approximately 40% of our raw material requirements. Although there can be no
assurance, we believe that alternate sources of raw materials are available in
the event of an interruption in the supply of raw materials from a single
supplier.

Seasonality

     Historically, our sales tend to be higher in the calendar quarters ending
June 30 and September 30, primarily due to higher consumer demand from our
beverage customers during those periods. We cannot assure you that the
seasonality of our business will not have a material adverse effect on our
operations.

Competition

     The flavor and fragrance industry is highly fragmented with a few large
companies, such as International Flavors & Fragrances, Inc., Haarmann & Reimer
Corporation and Firmenich, Inc., competing against many smaller companies.
Certain of our competitors have substantially greater financial, marketing and
other resources than us. Recently, there have been trends toward increased
industry consolidation as companies vertically integrate with suppliers and
expand horizontally through acquisitions. The flavor and fragrance industry
sells primarily to manufacturers of consumer products. The cost of the flavor or
fragrance component of a consumer product typically represents a small portion
of the total cost of the consumer product. As a result, in selling our products,
we believe that price is not as significant as product performance and customer
service. We believe that our competitiveness depends upon our creativity,
responsiveness and reliability, as well as the diversity of our customers and
products. We expect that we will continue to sell our products to large
companies that do not purchase all of their flavor and fragrance products from a
single supplier, and to smaller companies that our large competitors choose not
to service.

Customers

     We believe our products are currently used in more than 1,200 products sold
by more than 500 companies worldwide, approximately 50 of which are Fortune
1,000 companies. We work with our customers in the development of specific
flavors or fragrances for a particular end product. For the years ended December
31, 2003 and 2002, no one customer accounted for more than 10% of our sales, and
our top ten customers accounted for approximately 43% and 46% of our sales,
respectively.

Backlog

     Customers purchase our products as required, and normally delivery can be
made within two to four weeks thereafter. Consequently, backlog is not a
significant indicator of the volume of our business over an extended period of
time.

Governmental Regulations

     Production of many of our products involves the manufacturing of flavors
for foods and beverages, the handling of alcohol and the generation, storage,
transportation and disposal of hazardous waste. Accordingly, our operations are
subject to extensive Federal, state and local laws and regulations relating to
such matters, and to the safety and health of our employees and others. Although
there can be no assurance, we believe that we currently comply in all material
respects with such applicable laws and regulations. In the future, we could be
subject to, among other things, sanctions, penalties (including significant
fines), and suspension or revocation of required licenses or permits for failure
to comply with applicable governmental laws or regulations. Any of these actions
could have a material adverse effect on our results of operations in any given
year, or materially affect our liquidity or financial condition over a longer
period of time. At this time, we are unable to anticipate the impact, if any,
that subsequent changes or new interpretations to applicable laws and
regulations may have on our business, financial condition or results of
operations.

Employees

     At March 17, 2004, we had 63 employees, all of whom were employed
full-time. Of our total employees, six were employed in management, 10 were
employed in administrative and purchasing, nine were employed in sales and
marketing, 22 were employed in production and warehousing, 12 were employed in
research and development and quality control, and four were employed in customer
service. We consider our relationship with our employees to be satisfactory.
None of our employees is subject to a collective bargaining agreement.

                                       3
<PAGE>


Proprietary Rights

     We consider our flavor and fragrance formulas to be proprietary information
and trade secrets. We do not, however, generally rely on patents, copyrights or
trademarks to protect our proprietary rights in our flavor and fragrance
formulations. There can be no assurance that our current protections will be
adequate or that our competitors will not independently develop flavors and
fragrances that are substantially equivalent or superior to our flavors and
fragrances.

     A substantial portion of our technology and know-how are trade secrets. We
have a policy of requiring our employees and contractors to protect our
proprietary information through written agreements. In addition, we have a
policy of requiring our prospective business partners to enter into
non-disclosure agreements with us before we reveal any of our proprietary
information to them. We cannot assure that the measures taken by us to protect
our technology, products and other proprietary information will be adequate.
Further, we cannot assure that others will not independently develop
substantially equivalent proprietary information and technologies, or otherwise
gain access to our trade secrets.

     We may be required to take various forms of legal action, from time to
time, to protect our proprietary rights. Because of the rapid evolution of
technology and uncertainties in intellectual property laws both in the United
States and internationally, we cannot assure that our current or future products
or technologies will not be subject to claims of infringement. Any litigation
regarding claims against us or claims made by us against others could result in
significant expense to us, divert the efforts of our technical and management
personnel and have a material adverse effect on us, whether or not such
litigation is ultimately resolved in our favor. In the event of an adverse
result in any such litigation, we may be required to expend significant
resources to develop non-infringing products or obtain licenses from third
parties. We cannot assure you that we would be successful in such development or
that any such licenses would be available on commercially reasonable terms, if
at all.

Forward-Looking Statements

     Certain statements made herein, including without limitation, statements
containing the words "believes," "anticipates," "may," "intends," "expects," and
words of similar import constitute "forward-looking" statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Such statements
involve known and unknown risks, uncertainties, and other factors, which may
cause actual company results to differ materially from expectations. Such
factors include the following: (i) technological, manufacturing, quality control
or other circumstances which could delay the sale or shipment of products; (ii)
economic, business, and competitive conditions in the industry and technological
innovations which could affect the company's business; and (iii) the company's
ability to protect its trade secrets or other proprietary rights, operate
without infringing upon the proprietary rights of others and prevent others from
infringing on the proprietary rights of the company. Certain of these factors
are discussed in more detail elsewhere in this Form 10-KSB, including, under the
caption "Management's Discussion and Analysis of Financial Condition and Results
of Operations." Our forward-looking statements speak only as to the date hereof
and we do not undertake any obligation to update any forward-looking statements
for any reason, even if new information becomes available or other events occur
in the future.

ITEM 2  DESCRIPTION OF PROPERTY

     Our principal facility is a 35,000-square-foot headquarters and production
facility located at 10 Edison Street East, Amityville, New York. In January
2002, the Company purchased the facility (which it had previously leased),
transferred it to the Town of Babylon Industrial Development Agency, and then
leased the facility from such agency for a term which expires on December 1,
2021. Upon expiration of the lease term, we are entitled to repurchase the
facility for a nominal sum. We also occupy a 6,000 square-foot warehouse under a
lease which expires in 2006 and a 4,000 square-foot warehouse on a
month-to-month lease, both of which adjoin our headquarters and production
facility. We also lease sales, warehouse and customer service facilities in
Inglewood, California, Toronto, Canada, and Santiago, Chile. We believe that we
can renegotiate existing leases as they expire or lease alternative properties
on acceptable terms. We believe our current facilities are adequate for our
current and anticipated operations.

ITEM 3  LEGAL PROCEEDINGS

     We are not a party to any pending legal proceedings which if adversely
determined would reasonably be expected to have a materially adverse effect on
our business.

ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     There were no matters submitted during the fourth quarter of the fiscal
year covered by this Annual Report on Form 10-KSB, to a vote of security holders
through the solicitation of proxies or otherwise.

                                       4
<PAGE>


                                     PART II


ITEM 5  MARKETS FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


     American Stock Exchange. Our Common Stock is listed on the American Stock
Exchange, or AMEX (Symbol: "TFF"). The following table sets forth the range of
high and low closing prices in U.S. Dollars (as reported by the AMEX) for our
Common Stock for each calendar quarter from January 1, 2002 through March 17,
2004.

                                                      High              Low
                                                      ----              ---
2002
   First Quarter                                  U.S. $ 1.20       U.S. $ 0.80
   Second Quarter                                 U.S.   1.40       U.S.   0.90
   Third Quarter                                  U.S.   1.18       U.S.   0.95
   Fourth Quarter                                 U.S.   1.08       U.S.   0.87

2003
   First Quarter                                  U.S. $ 0.94       U.S. $ 0.71
   Second Quarter                                 U.S.   0.86       U.S.   0.72
   Third Quarter                                  U.S.   0.94       U.S.   0.76
   Fourth Quarter                                 U.S.   0.85       U.S.   0.76

2004
   First Quarter (through March 17, 2004)         U.S. $ 0.81       U.S. $ 0.75

     The closing price of our Common Stock on the AMEX on March 17, 2004 was
U.S. $0.77.

     Toronto Stock Exchange. Our Common Stock traded on the Toronto Stock
Exchange, or TSE (Symbol: "TFF") from March 28, 1994 through March 27, 2003. The
following table sets forth the reported high and low closing prices (as reported
by the TSE) for our Common Stock for each calendar quarter from January 1, 2002
through March 27, 2003, in Canadian dollars and translated into U.S. dollars at
the exchange rates in effect on the last day of such period.


                                     High                          Low
                                     ----                          ---
2002
   First Quarter             Cdn. $2.50 (U.S. $1.58)    Cdn. $1.45 (U.S. $ 0.92)
   Second Quarter            Cdn.  1.50 (U.S.  0.99)    Cdn.  1.50 (U.S.   0.99)
   Third Quarter             Cdn.  1.50  (U.S. 0.96)    Cdn.  1.50 (U.S.   0.96)
   Fourth Quarter            Cdn.  1.50  (U.S. 0.96)    Cdn.  1.50 (U.S.   0.96)

2003
   First Quarter (through
   March 27, 2003)          Cdn. $1.50 (U.S. $0.96)    Cdn. $1.50  (U.S. $ 0.96)

     The closing price of our Common Stock on the TSE on March 27, 2003 was Cdn.
$1.50 (U.S. $0.96).

                                       5
<PAGE>


Holders

     At March 17, 2004, we had approximately 750 stockholders of record.

Dividends

     We have not paid any cash dividends on our Common Stock and we do not
anticipate paying any cash dividends in the foreseeable future. The declaration
and payment of dividends on our Common Stock is at the discretion of the Board
of Directors and will depend on, among other things, our operating results,
financial condition, capital requirements, contractual restrictions or
prohibitions and such other factors as our Board of Directors may deem relevant.
In addition, the terms of our $3.0 million revolving credit facility prohibit
the payment of cash dividends.

Recent Sales of Unregistered Securities

     None.


                                       6
<PAGE>


ITEM 6  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

Results of Operations

     The following information for the years ended December 31, 2003 and 2002
has been derived from our audited consolidated financial statements and should
be read in conjunction with such statements and the notes thereto included
elsewhere in this Annual Report on Form 10-KSB. The information for the year
ended December 31, 2001 is derived from the Company's audited consolidated
financial statements for the year ended December 31, 2001, which are not
included in this Annual Report on Form 10-KSB.
<TABLE>
<CAPTION>
<S>                                                        <C>      <C>     <C>     <C>     <C>    <C>
                                                                         Years ended December 31,
                                                             --------------------------------------------
                                                                  2003           2002           2001
                                                             -------------- -------------- --------------
                                                                     (dollar amounts in thousands)

Net sales                                                    $15,587 100.0% $16,767 100.0% $15,721 100.0%
Gross profit                                                   6,226  39.9    7,023  41.9    6,324  40.2
Operating expenses:
    Selling                                                    2,936  18.8    2,763  16.4    2,742  17.4
    General and administrative                                 1,799  11.5    1,753  10.5    2,114  13.4
    Research and development                                   1,628  10.4    1,481   8.8    1,383   8.8
    Amortization                                                 195   1.3      195   1.2      215   1.4
    Severance, restructuring costs and abandoned merger costs      -     -        -     -      451   2.9
(Loss) income from operations                                   (332)  2.1      831   5.0     (581)  3.7
Loss on investment                                                 -     -        -     -      (50)  0.3
Interest expense, net                                           (187)  1.2     (181)  1.1     (135)  0.9
Tax benefit (provision)                                            5     -       16   0.1      (10)  0.1
Minority interest                                                (32)  0.2        -     -        -     -
Net (loss) income                                               (546)  3.5      666   4.0     (776)  5.0
</TABLE>

     Net sales. Net sales for 2003 decreased by $1,180,000, or 7.0%, to
$15,587,000 from $16,767,000 for 2002 due principally to the economic recession
which caused a slowdown in customer orders and new product launches, ongoing
customer efforts to reduce inventory levels and lost revenues from a certain
customer following its acquisition. Net sales increased 6.7% to $16,767,000 in
2002 from $15,721,000 in 2001 due principally to increased volume of business
for existing customers of our food and beverage products.

     Gross profit. Gross profit, as a percentage of sales, decreased 2.0% to
39.9% on net sales of $15,587,000 for 2003 from 41.9% on net sales of
$16,767,000 for 2002 due principally to the impact of lower sales volume, higher
manufacturing operating costs due principally to freight, outside contract
services and insurance, and to a lesser extent, unfavorable changes in product
mix. Gross profit in 2002, as a percentage of net sales, increased 1.7% to 41.9%
on net sales of $16,767,000 in 2002 from 40.2% on net sales of $15,721,000 in
2001 due principally to higher gross profit margins on new beverage flavor
products and, to a lesser extent, greater efficiencies attributable to higher
sales volume.

Operating expenses:

     Selling expenses. Selling expenses for 2003 increased by $173,000, or 6.3%,
to $2,936,000 from $2,763,000 for 2002 due principally to startup costs relative
to our prospective overseas business venture of $120,000 and wages and fringes
for a new sales person hired during 2003 of $60,000. Selling expenses of
$2,763,000 in 2002 were comparable to the selling expense in 2001 of $2,742,000.

     General and administrative expenses. General and administrative expenses
for 2003 increased by $46,000, or 2.6%, to $1,799,000 from $1,753,000 for 2002
due principally to retainer fees paid to a mergers and acquisitions consulting
firm. General and administrative expense decreased by $361,000, or 17.0%, to
$1,753,000 in 2002 from $2,114,000 in 2001 due principally to (a) lower
administrative personnel costs of $164,000, including termination of our
President and Controller during the later part of 2001, (b) decreased
professional and consulting fees of $84,000, (c) decreased bad debt expenses of
$120,000, and (d) elimination of rent expense of $40,000 allocated to general
and administrative when we purchased our previously rented facilities in January
2002. Such decreases were partially offset by bonuses paid to administrative
personnel.

                                       7
<PAGE>


     Research and development expenses. Research and development expenses for
2003 increased by $147,000, or 9.9%, to $1,628,000 from $1,481,000 for 2002 due
principally to wages and fringe benefits for newly hired lab technicians.
Research and development expenses increased by $98,000, or 7.1%, to $1,481,000
in 2002 from $1,383,000 in 2001 due principally to additional hiring of
personnel and higher levels of outside laboratory contract services to support
the increased level of research and development activities.

     Amortization expense. Amortization expenses of $195,000 were the same for
both 2003 and 2002. Amortization expense decreased by $20,000 to $195,000 in
2002 from $215,000 in 2001 due principally to lower amortization expenses
associated with the Company's revolving credit facility financing.

     Total operating expenses. Total operating expenses for 2003 increased by
$366,000, or 5.9%, to $6,558,000 from $6,192,000 for 2002 as a result of the
factors described above. Total operating costs decreased by $713,000, or 10.3%,
to $6,192,000 in 2002 from $6,905,000 in 2001 as a result of the factors
described above. Without giving effect to the write-offs of severance,
restructuring costs and abandoned merger costs aggregating $451,000 in 2001,
total operating costs decreased by $262,000, or 4.1%, in 2002.

     Interest expense, net. Interest expense for 2003 increased by $6,000, or
3.3%, to $187,000 due principally to higher levels of outstanding borrowing
under our revolving credit facility, partially offset by lower interest rates on
our IDA Bond financing. Interest expense, net increased by $46,000 to $181,000
in 2002 from $135,000 in 2001 due principally to the issuance of Industrial
Development Agency bonds in January 2002 relative to the purchase of our
operating facilities, and to a lesser extent, lower level of borrowing under our
2002 revolving credit facility.

     Tax Benefit. Tax benefits for years 2003 and 2002 represent tax refunds
received from prior years amended tax returns, partially offset by provisions
for state franchise taxes and Federal alternative minimum tax. There were no
Federal income tax provisions for 2003 and 2002 since we had available net
operating loss carryforwards for which valuation allowances have been recorded.
In 2002, we received additional tax refunds of $16,000 from prior years amended
tax returns which resulted in a tax benefit for 2002. The tax provision in 2001
principally represents state franchise taxes and Federal alternative minimum
tax.

     Minority interest. Minority interest in 2003 of $32,000 relates to net
income allocated to minority shareholders of our overseas business venture. No
such minority interest existed in 2002.

     Net (loss)income. Net (loss) income was $(546,000) for 2003 and $666,000
for 2002.

Foreign Operations

     Approximately 10% and 7% of our net sales for the years ended December 31,
2003 and 2002, respectively, were derived from sales denominated in foreign
currencies, principally in Canada. The effect of foreign currency exchange rate
fluctuations on such sales is largely offset to the extent expenses of our
international operations are incurred and paid for in the same currencies as
those of our sales.

Export Sales

     For the years ended December 31, 2003 and 2002, export sales were
approximately 30% and 29%, respectively, of total net sales. Our export sales
are made to entities located primarily in Canada and Central and South America.
Receivables from such foreign sales at December 31, 2003 and 2002 amounted to
approximately 53% and 59%, respectively, of total accounts receivable.

Critical Accounting Policies

     General: Our discussion and analysis of the Company's financial condition
and results of operations are based upon our consolidated financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States. The preparation of these financial statements
requires us to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses. On an on-going basis, management
evaluates its estimates and judgments, including those related to bad debts,
inventories and intangible assets. Management bases its estimates and judgments
on historical experience and on various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.

     Our significant accounting policies are described in Note 2 to the
consolidated financial statements included herein. We believe certain accounting
policies related to the valuation of inventories, the allowance for doubtful
accounts and the impairment of intangible assets to be critical policies due to
the estimation processes involved in each.

                                       8
<PAGE>


     Inventory Valuation: Inventories are stated at the lower of cost (first-in,
first-out method) or market. We evaluate the need to record adjustments for
impairment of inventory on a quarterly basis. Obsolete inventory or inventory in
excess of management's estimated usage requirements is written-down to its
estimated market value, if less than its cost. Inherent in the estimates of
market value are management's estimates related to our future manufacturing
schedules, customer demand, and possible alternative uses and ultimate
realization of excess inventory.

     Allowance for Doubtful Accounts: We evaluate the need to record adjustments
to the allowance for doubtful accounts on a quarterly basis. We make estimates
of the recoverability of accounts receivable based on customer specific factors
as well as our past experience.

     Intangible Asset Impairment: In assessing the recoverability of our
intangible assets, we must make assumptions regarding estimated future cash
flows and other factors to determine the fair value of the respective assets. If
it is determined that impairment indicators are present and that the assets will
not be fully recoverable, their carrying values are reduced to estimated fair
value. Impairment indicators include, among other conditions, cash flow
deficits, an historic or anticipated decline in revenue or operating profit,
adverse legal or regulatory developments, accumulation of costs significantly in
excess of amounts originally expected to acquire the asset, and a material
decrease in the fair value of some or all of the assets. Changes in strategy
and/or market conditions could significantly impact these assumptions, and thus
we may be required to record impairment charges for these assets. We adopted
SFAS No. 144 effective January 1, 2002, and the adoption of the Statement had no
impact on our consolidated financial position or results of operations.

     The critical accounting policies described herein and the impact of
management's accounting estimates and methodology on our financial statements
have been discussed with our Audit Committee.

Liquidity and Capital Resources

     Historically, our financing needs have been met through issuance of equity
and debt securities and commercial bank loans. In April 2002, we entered into a
five-year term Loan and Security Agreement with a lender which replaced the
revolving credit facility entered into in 1999. We call this new revolving
credit facility the 2002 Credit Facility. The maximum line of credit under the
2002 Credit Facility was initially set at $3,000,000 but may be increased at our
option to $4,000,000 at any time through June 30, 2004.

     Outstanding borrowings under the 2002 Credit Facility bear interest at a
rate equal to a prime lending rate plus one-quarter of a percentage point (4.25%
at December 31, 2003). Borrowings under the 2002 Credit Facility are subject to
certain eligibility requirements relating to our receivables and inventories.
Outstanding borrowings are secured by substantially all of our assets, including
our product formulations. We must comply with certain financial and other
covenants contained in the Loan and Security Agreement which was amended in
October 2003, including maintaining tangible net worth of at least $3,200,000,
not exceeding a cash flow loss of $200,000 in 2003 and achieving annual cash
flow, as defined, of at least $1.00 for each year thereafter, and incurring
expenditures for capital assets of not more than $500,000 for each year,
excluding those capital expenditures made from proceeds of the IDA Bonds
financing described below. Our subsidiaries have guaranteed our obligations
under the 2002 Credit Facility. Borrowings under the 2002 Credit Facility at
December 31, 2003 were approximately $1,779,000 and $1,221,000 was available for
additional borrowings in accordance with the terms of the 2002 Credit Facility.

     In January 2002, we purchased the facility (which we had previously leased)
for $1,500,000, transferred it to the Town of Babylon Industrial Development
Agency, and then leased the facility from such agency for a term which expires
on December 1, 2021. Upon expiration of the lease term, we are entitled to
repurchase the facility for a nominal sum. The purchase was financed through the
issuance of Industrial Development Agency Revenue Bonds ("IDA Bonds"). The
principal amount of the IDA Bonds, $2,200,000, was used to finance the purchase
of the building plus closing costs and future expenditures for building
improvements and capital equipment. The financing is structured as a monthly
variable rate demand revenue bond secured by a letter of credit with Wells Fargo
Bank NA. The interest rate for the month of December 2003 was 3.0% per annum,
including the letter of credit fee. The interest rate is reset monthly based on
market conditions and the IDA Bonds mature in January 2022. In December 2003 and
December 2002, we made annual principal installment payments of $80,000 and
$70,000, respectively.

     At December 31, 2003, our working capital decreased by $539,000, or 15.4%,
to $2,950,000 from $3,489,000 at December 31, 2002 due principally to the
decrease of escrowed cash from our IDA Bond financing used for the purchase of
capital assets and increases in our Revolving Credit Facility.


                                       9
<PAGE>


     At December 31, 2003, our contractual cash obligations and commitments
relating to our debt obligations and lease payments during the next five years
are as follows:
<TABLE>
<CAPTION>
<S>                                                           <C>              <C>          <C>          <C>         <C>
Contractual
Obligations                                                   Less than 1-year  1-3 years    4-5 years    Thereafter       Total
-----------                                                   ---------------- ----------- ------------- -------------  ------------
Operating leases                                                  $ 114,464     $  93,055   $    33,326   $     1,370   $   242,215
Capital leases                                                       79,243        81,137             -             -       160,380
2002 Credit Facility (*)                                                  -             -     1,778,840             -     1,778,840
Long-term debt                                                       80,000       170,000       185,000     1,615,000     2,050,000
                                                              ---------------- ----------- ------------- -------------  ------------
     Total                                                        $ 273,707     $ 344,192   $ 1,997,166   $ 1,616,370   $ 4,231,435
                                                              ================ =========== ============= =============  ============

(*) The 2002 Credit Facility matures in April 2007.
</TABLE>

     We believe that the existing cash balances together with cash generated
from operations and amounts available under the 2002 Credit Facility will be
sufficient to meet our projected working capital and other cash flow
requirements for the foreseeable future.

ITEM 7  FINANCIAL STATEMENTS

     Our audited consolidated financial statements for the years ended December
31, 2003 and 2002 begin on page F-1 of this Annual Report on Form 10-KSB.

ITEM 8  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
        AND FINANCIAL DISCLOSURE

     None.

ITEM 8A Controls and Procedures

     We evaluated, with the participation of the Company's Chief Executive
Officer and Chief Financial Officer, the effectiveness of the design and
operation of our disclosure controls and procedures as of December 31, 2003,
pursuant to Exchange Act Rule 15d-15. Based upon that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures are effective in timely alerting them to
material information relating to us which is required to be included in our
periodic SEC filings. There have been no significant changes in internal
controls or in other factors that could significantly affect internal controls
during our most recent fiscal quarter.

                                       10
<PAGE>


                                    PART III

ITEM 9  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
        COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Information Concerning our Board of Directors and Executive Officers

     The following table sets forth certain information, as of March 17, 2004,
concerning our directors and executive officers:
<TABLE>
<CAPTION>
<S>  <C>                                <C>     <C>
      Name                               Age     Positions with the Company
      ----                              -----    --------------------------

      Philip Rosner..............         68     Chairman of the Board of Directors and Chief Executive Officer
      A. Gary Frumberg...........         70     Director and Executive Vice President
      Joseph A. Gemmo............         58     Vice President, Chief Financial Officer, Secretary and Treasurer
      Ronald J. Dintemann........         60     Vice President Operations
      Harvey Farber..............         63     Senior Vice President-Flavor Division
      Sean Deson.................         40     Director
      Werner F. Hiller...........         67     Director
      Irwin D. Simon.............         45     Director
</TABLE>

     The business experience of each of the persons listed above for at least
the last five years is as follows:

     Philip Rosner has been the Chairman of the Board of Directors, President
and Chief Executive Officer of our company from its inception 1989 to August
2000 and Chairman and Chief Executive Officer since August 2000. Mr. Rosner has
been engaged in the flavor and fragrance industry for over 48 years. Prior to
1989, Mr. Rosner was the President of Globe Extracts, Inc. and for 15 years
before that, was President of Felton Worldwide, Inc., both of which produced and
marketed flavors and fragrances.

     A. Gary Frumberg has been a Director and an Executive Vice President of our
company since 1989. Prior to 1989, Mr. Frumberg served as Vice
President-International Sales of Felton Worldwide, Inc.

     Joseph A. Gemmo has been Vice President and Chief Financial Officer of our
company since August 1996 and Secretary and Treasurer since June 1998. From
January 1994 to April 1996, Mr. Gemmo was the Chief Financial Officer of
Bio-Botanica, Inc., a developer and manufacturer of herbal extracts. From 1989
to 1994, Mr. Gemmo was Chief Financial Officer of General Aerospace Materials
Corp.

     Ronald J. Dintemann has been Vice President-Operations of our company since
1989 after serving as Vice President-Operations of Globe Extracts, Inc. for two
years.

     Harvey Farber has been Senior Vice President-Flavor Division of our company
since October 1997. From October 1995 through October 1997, Mr. Farber was
Senior Vice President-Flavor Development of our company. Before Mr. Farber
joined our company, he was the Vice President-Flavor Development at J. Manheimer
Inc. for 12 years.

     Sean Deson has been a Director of our company since June 1998. Mr. Deson is
currently the Managing Partner of Deson Ventures, a private equity investment
firm. Prior thereto, Mr. Deson was a Senior Vice President in the Investment
Banking Division of Donaldson, Lufkin & Jenrette Securities Corporation, or DLJ.
Mr. Deson served in various capacities at DLJ since 1990, primarily as an
advisor, financier and investor. Mr. Deson also serves as the interim Chief
Executive Officer and is a member of the Board of Directors of ActiveWorlds,
Inc., a company quoted on the OTC Bulletin Board, SystemsFusion, Inc.,
Fastxchange and Liquidxs.

     Werner F. Hiller has been a Director of our company since June 1998. Since
1996, Mr. Hiller has been a consultant to General Spice Companies, a division of
ConAgra, and previously served as the President of General Spice Companies from
1990 to 1996. Mr. Hiller also was the co-founder of General Spice Companies, and
from 1965 to 1990, he served as its Executive Vice President and Treasurer.

     Irwin D. Simon has been a Director of our company since June 1998. Mr.
Simon has been the Chairman, President and Chief Executive Officer of The Hain
Celestial Group, Inc., a natural and specialty foods company listed on NASDAQ,
since May 2000, and President and Chief Executive Officer of The Hain Food
Group, Inc. from 1993 to May 2000. Prior to 1993, Mr. Simon spent 15 years in
various sales and marketing positions, including Vice President of Marketing of
Slim-Fast Foods Company, and Eastern Regional Director of Haagen-Dazs Shops, a
division of Grand Metropolitan, PLC.

                                       11
<PAGE>

     All of our directors serve for a one year term ending at the next annual
meeting of stockholders or until their respective successors are duly elected
and qualified. Officers serve at the discretion of the Board of Directors,
subject to rights, if any, under their contracts of employment. There are no
family relationships among our directors and executive officers.

     We maintain a $1,000,000 key man life insurance policy on the life of
Philip Rosner, our Chairman and Chief Executive Officer, in which we are the
beneficiary.

     There is no family relationship between any director or executive officer
of the Company and any other director or executive officer of the Company.

Meetings of the Board of Directors and Committees

     Our business affairs are managed under the direction of the Board of
Directors. Members of the Board of Directors are informed about our affairs
through presentations, reports and documents distributed to them, through
operating and financial reports routinely presented at meetings of the Board of
Directors and committee meetings and through other means. Our directors not only
attend meetings of the Board of Directors but also have personal meetings and
other communications, including telephone contact, with management.

Board Committees

     Our Board of Directors has an Executive Committee, an Audit Committee and a
Compensation Committee. Members of these Committees are appointed by the Board
of Directors each year.

     Executive Committee. The Executive Committee of the Board of Directors may
exercise, except when the Board of Directors is in session and to the extent
permitted by the General Corporation Law of the State of Delaware, all of the
powers of the Board of Directors in the management of the affairs of our
Company. The current members of the Executive Committee are Messrs. Rosner,
Deson and Hiller.

     Audit Committee. The Audit Committee recommends to the Board of Directors
the firm to be selected each year as independent auditors of our financial
statements and to perform services related to such audit. The Audit Committee
also has responsibility for:

     --   reviewing the scope and results of the audit with the independent
          auditors,

     --   reviewing our financial condition and results of operations with
          management,

     --   considering the adequacy of the internal accounting, bookkeeping and
          control procedures, and

     --   reviewing any non-audit services and special engagements to be
          performed by the independent auditors and considering the effect of
          such performance on the auditors' independence.

     The current members of the Audit Committee are Messrs. Deson and Hiller and
both are independent directors and are financial experts based on their past
business experiences as disclosed in ITEM 9 of this Form 10-KSB.

     Compensation Committee. The Compensation Committee recommends to the Board
of Directors the compensation to be paid to our executive officers and other key
personnel, reviews new or existing employee compensation programs and
periodically reviews management perquisites and other benefits. The current
members of the Compensation Committee are Messrs. Hiller and Simon.

     We have not established a nominating committee and/or a corporate
governance committee, however, we believe that the nomination of directors and
other issues normally considered by these committees can be effectively managed
by the Board of Directors due to its composition, or by the Audit Committee.

Director Compensation

     During 2002, each of our non-employee directors was paid a $10,000 annual
fee plus $500 for each formal meeting attended. Effective January 1, 2003, the
annual fee for each outside Director was increased from $10,000 to $20,000, and
each director continues to receive $500 for each formal Board meeting actually
attended. Alternatively, an outside director may, at his option and in lieu of
such cash remuneration, elect to receive a non-qualified stock option grant for
such earned fees. In addition, directors are reimbursed for reasonable expenses
actually incurred in connection with attending each formal meeting of the Board
of Directors or any committee thereof. Our outside directors currently are
Messrs. Deson, Hiller and Simon.

                                       12
<PAGE>


Statement of Corporate Governance Practices

     We are organized under the laws of the State of Delaware, and therefore
subject to that State's laws and principles of corporate governance. We are of
the opinion that our approach to corporate governance is in compliance in all
material respects with Delaware law and the principles of the TSE Report.

Unrelated Directors

     We believe that three of our five directors (i.e., Messrs. Deson, Hiller
and Simon) are unrelated. We believe that the number of unrelated directors is
appropriate for the effective operations of the company.

     The Board of Directors has no formal policy setting out which specific
matters must be brought by the Chief Executive Officer or management to the
Board of Directors for approval, although generally all material transactions
are presented by management for approval by the Board of Directors.

Response to Stockholders

     Management is available to stockholders to respond to questions and
concerns. The Board of Directors believes that management is generally
responsive to the inquiries of stockholders and others interested in our
company.

Expectations of Management

     The Board of Directors works closely with members of management. The
Board's access to information relating to our operations, through membership on
the Board of several key members of management and, as necessary, attendance by
other members of management at the request of the Board, are important elements
to the effective and informed functioning of the Board of Directors.

     The Board of Directors expects our management to take the initiative in
identifying opportunities and risks affecting our business and finding means to
deal with such opportunities and risks for the benefit of our stockholders.

Compliance With Section 16(a) of the Securities Exchange Act of 1934

     Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
that our directors and executive officers and persons who beneficially own more
than 10% of our Common Stock (collectively, the "Reporting Persons") file with
the Securities and Exchange Commission (the "Commission") (and, if such security
is listed on a national securities exchange, with such exchange) various reports
as to their ownership of and activities relating to such Common Stock. Such
Reporting Persons are required by Commission regulations to furnish us with
copies of all Section 16 (a) reports they file. Based solely upon a review of
copies of Section 16(a) reports and representations received by us from
Reporting Persons, and without conducting any independent investigation of our
own, in 2003, all Forms 3, 4 and 5 were timely filed with the Commission by such
Reporting Person.

Code of Ethics

     We have adopted a Code of Business Conduct and Ethics that applies to our
Chief Executive Officer and Chief Financial Officer. Our Code of Business
Conduct and Ethics is posted on our website, www.tffi.com, under the "Corporate
Responsibility-Corporate Governance" caption. We intend to disclose on our
website any amendments to, or waiver of, a provision of the Code of Business
Conduct and Ethics that applies to our Chief Executive Officer and our Chief
Financial Officer.

                                       13
<PAGE>


ITEM 10  EXECUTIVE COMPENSATION

     The following summary compensation table sets forth the aggregate
compensation paid to or earned by our Chairman of the Board and Chief Executive
Officer and the other four most highly compensated executive officers of our
company (other than the Chairman of the Board and Chief Executive Officer) whose
total annual salaries and bonuses exceeded $100,000 for the year ended December
31, 2003 (the "Named Executive Officers"):
<TABLE>
<CAPTION>
<S>                                                                  <C>   <C>         <C>         <C>               <C>
                                                                                  SUMMARY COMPENSATION TABLE

                                                                                    Annual Compensation
                                                                           ---------------------------------------       Awards:
                                                                                                                       Securities
                                                                                                    Other Annual        Underlying
Name and Principal Position                                           Year   Salary       Bonus    Compensation(1)     Options/SARs
---------------------------                                          ------ --------   ----------- ---------------   ---------------

Philip Rosner                                                         2003  $275,000    $20,000(2)    $20,826                -
Chairman of the Board and Chief Executive                             2002   243,338     60,000(3)      8,424                -
Officer                                                               2001   231,750      4,457         8,424           200,000(4)

A. Gary Frumberg                                                      2003   250,000      6,500(2)      9,755                -
Director and Executive Vice President                                 2002   224,952     30,000(3)     10,692                -
                                                                      2001   214,240      4,120        10,692          150,000(5)

Harvey Farber                                                         2003   183,600          -         4,201                -
Senior Vice President-Flavor Division                                 2002   174,825     12,000         3,437           25,000(6)
                                                                      2001   160,500      3,202         3,437                -

Ronald J. Dintemann                                                   2003   159,500          -        12,499                -
Vice President-Operations                                             2002   151,842     11,000        12,329           25,000(6)
                                                                      2001   144,612      2,781        12,329                -

Joseph A. Gemmo                                                       2003   159,500          -         5,897                -
Vice President, Chief Financial Officer,                              2002   146,219     11,000         6,313                -
Secretary and Treasurer                                               2001   139,256      2,678         6,313           50,000(7)


(1)  Represents expenses in connection with the personal use of company
     automobiles and life insurance policies on the life of such executive.

(2)  Represents bonuses paid to Messrs. Rosner and Frumberg approved by the
     Board of Directors for the purpose of paying down certain notes owed to the
     Company.

(3)  Represents bonuses paid pursuant to our Management Incentive Plan plus
     additional bonuses of $40,000 and $13,000 paid to Messrs. Rosner and
     Frumberg, respectively, approved by our Board of Directors for the purpose
     of paying down certain notes owed to the Company.

(4)  Represents five-year stock options to purchase 100,000 shares of our Common
     Stock granted in May 2001 under our 1999 Stock Option Plan at an exercise
     price of $1.10 per share and 100,000 shares of our Common Stock granted in
     October 2001 under our 1999 Stock Option Plan at an exercise price of $.88
     per share.

(5)  Represents five-year stock options to purchase 50,000 shares of our Common
     Stock granted in May 2001 under our 1999 Stock Option Plan at an exercise
     price of $1.10 per share and 100,000 shares of our Common Stock granted in
     October 2001 under our 1999 Stock Option Plan at an exercise price of $.88
     per share.

(6)  Represents ten-year stock options to purchase 25,000 shares of our Common
     Stock granted in May 2002 under our 1999 Stock Option Plan at an exercise
     price of $1.05 per share.

(7)  Represents ten-year stock options to purchase 50,000 shares of our Common
     Stock granted in May 2001 under our 1996 Stock Option Plan at an exercise
     price of $1.00 per share.
</TABLE>

                                       14
<PAGE>


Stock Option Grants in 2003

     The following table sets forth certain information concerning individual
stock option grants during the year ended December 31, 2003 to the Named
Executive Officers.
<TABLE>
<CAPTION>
<S>                      <C>                   <C>                   <C>                        <C>
                           Number of             % of Total
                           Securities           Options/SARs
                           Underlying            Granted to
                          Options/SARs          Employees in           Exercise Price            Expiration
    Name                    Granted              Fiscal Year              Per Share                  Date
    ----                    -------              -----------              ---------                  ----

    None
</TABLE>

Aggregate Stock Option Exercises in 2003 and 2003 Year-End Stock Option Values

     The following table provides certain information concerning each exercise
of stock options during the year ended December 31, 2003 by each of the Named
Executive Officers and the year-end value of unexercised stock options. The
stock options listed below were granted without tandem stock appreciation
rights. We have no freestanding stock appreciation rights outstanding.
<TABLE>
<CAPTION>
<S>                       <C>             <C>                <C>                            <C>
                           Number of                           Number of Unexercised            Value of Unexercised
                            Shares                                  Options at                 In-the-Money Options at
                          Acquired on          Value              December 31, 2003                December 31, 2003
  Name                      Exercise        Realized ($)      Exercisable/Unexercisable      Exercisable/Unexercisable (1)
  ----                    -----------       ------------      -------------------------      -----------------------------

  Philip Rosner...........     -                 -                 233,333/66,667                        $-/$-
  A. Gary Frumberg.....        -                 -                 150,000/100,000                        -/-
  Harvey Farber..........      -                 -                  72,000/33,000                         -/-
  Ronald J. Dintemann ..       -                 -                 112,000/33,000                    16,500/-
  Joseph A. Gemmo.....         -                 -                 178,667/41,333                         -/-

(1)  Value of unexercised "in-the-money" options is equal to the difference
     between the closing per share price of our Common Stock on the AMEX at
     December 31, 2003 ($ .80) and the option exercise price per share
     multiplied by the number of shares subject to options.
</TABLE>

Employment Agreements

     In May 2002, we entered into three-year employment agreements with each of
the Company's five Named Executive Officers containing terms and conditions
which are, except for the respective amounts of salary compensation,
substantially similar. The employment agreements provide for the respective
annual base salaries for each Named Executive Officer, as in effect as of the
date of his employment agreement, which may be increased by the Board of
Directors at any time, and that each such officer shall be entitled to bonuses
or other forms of incentive compensation pursuant to the Company's Management
Incentive Plan subject to the discretion of the Board of Directors. The
employment agreements contain, among other things, customary noncompetition and
confidentiality provisions. Under the employment agreements, each Named
Executive Officer is also entitled to (i) participate in all fringe benefit
programs provided by the Company to its executive officers and (ii) provision of
an automobile with a lease value of up to $900 per month and reimbursement for
related automotive expenses in accordance with the Company's requirements and
established practices. Effective January 1, 2003, the annual base salary for
each Named Executive Officer was increased to the following amounts: Philip
Rosner, Chairman and Chief Executive Officer, $275,000; A. Gary Frumberg,
Executive Vice President, $250,000; Harvey Farber, Senior Vice President-Flavor
Division, $183,600; Ronald J. Dintemann, Vice President Operations, $159,500;
and Joseph A. Gemmo, Vice President and Chief Financial Officer, $159,500.

     If the Company terminates a Named Executive Officer's employment before
expiration of the respective employment agreement term without Cause (as
defined), such officer will be entitled, as severance, to the ongoing payment of
his salary for the entirety of the portion of the term which remains after the
termination date. Also, the Company shall continue, at its expense, to provide
such terminated officer with all medical benefits for the remainder of the
employment agreement term.

     For purposes of the employment agreements, "Cause" would exist if a Named
Executive Officer (i) willfully or repeatedly fails in any material respect to
satisfactorily perform his duties and obligations as provided in the employment
agreement; (ii) has been convicted of a crime or has entered a plea of guilty or
nolo contendere with respect thereto; (iii) has committed any act in connection
with his employment which involved fraud, gross negligence, misappropriation of
funds, dishonesty, disloyalty, breach of fiduciary duty or any other misconduct
injurious to the Company or any affiliate thereof; (iv) has engaged in any
conduct which in the Company's reasonable determination is likely to adversely
affect in any material respect the reputation or public image of the Company or
any affiliate thereof; (v) has breached any of the restrictive covenants
contained in the employment agreement regarding noncompetition, nonsolicitation
of customers or suppliers, or nondisclosure of information; or (vi) has
materially breached his employment agreement in any manner other than those set
forth above.

                                       15
<PAGE>


     If prior to the expiration of an employment agreement term, but following
or in connection with, as a result of or in anticipation of a Change of Control
(as defined) of the Company or Potential Change of Control (as defined) of the
Company, a Named Executive Officer's employment is terminated by the Company
without Cause or by such officer for Good Reason (as defined), the Company shall
pay the officer as severance in a lump sum within 30 days after the termination
date (i) all amounts of his salary for the entirety of the portion of the term
which remains after the termination date and (ii) an amount equal to six months'
salary. In addition, the Company shall, at its expense, continue to provide such
officer with all medical benefits for the remainder of the employment agreement
term.

     For purposes of the employment agreements, "Good Reason" means the
occurrence (without such officer's prior consent) of any one of several acts, or
failures to act, including: (i) assignment to the officer of any
responsibilities inconsistent with his most significant position(s) as an
executive officer of the Company held during the 180-day period immediately
preceding any related Potential Change in Control or a substantial adverse
alteration of such officer's position or title(s) with the Company; (ii) a
reduction in the officer's annual base salary; (iii) certain relocations of the
Company's principal executive offices; and (iv) a material failure by the
Company to comply with the employment agreement.

1993 Stock Option Plan

     In November 1993, we adopted, and the stockholders approved, the 1993 Stock
Option Plan pursuant to which we may grant to our employees options to purchase
up to 500,000 shares of our Common Stock. The options granted under the 1993
Stock Option Plan may be exercised during the ten-year period after they are
granted at an exercise price equal to the mean between the high and low selling
prices of our Common Stock on the AMEX on the date of the grant. Options granted
to any person who beneficially owns 10% or more of our Common Stock may not be
exercised after the fifth anniversary of the date of the grant and must be
granted at an exercise price equal to 110% of the market price at the date of
the grant. In May 1999, our Board of Directors terminated the 1993 Stock Option
Plan for the purpose of granting additional stock options. Termination of the
1993 Stock Option Plan will not affect options that were granted prior to the
termination date.

     As of March 17, 2004, options to purchase an aggregate of 412,000 shares of
our Common Stock were outstanding under the 1993 Stock Option Plan.

1996 and 1999 Stock Option Plans

     In October 1996, our Board of Directors adopted, and the stockholders
approved, the 1996 Stock Option Plan. In May 1999, our Board of Directors
adopted, and in June 1999, the stockholders approved, the 1999 Stock Option
Plan.

     The maximum number of shares of our Common Stock that may be subject to
options under each of the 1996 and 1999 Stock Option Plans may not exceed an
aggregate of 1,000,000 shares. This number may be adjusted in certain events,
such as a stock split, reorganization or recapitalization. Our employees
(including officers and directors who are employees) and employees of our
company's subsidiaries are eligible for the grant of incentive options under the
1996 and 1999 Stock Option Plans. Directors who are not employees are not
eligible to receive incentive stock options, but may receive non-qualified
options. Options may also be granted to other persons, provided that such
options are non-qualified options. In the event of incentive options, the
aggregate fair market value of our Common Stock with respect to which such
options become first exercisable by the holder during any calendar year cannot
exceed $100,000. This limit does not apply to non-qualified options. To the
extent an option that otherwise would be an incentive option exceeds this
$100,000 threshold, it will be treated as a non-qualified option.

     In the case of an incentive option, the exercise price cannot be less than
the fair market value (as defined in the 1996 and 1999 Stock Option Plans) of
our Common Stock on the date the option is granted and, if an optionee is a
stockholder who beneficially owns 10% or more of our outstanding Common Stock,
the exercise price of incentive options may not be less than 110% of the fair
market value of our Common Stock. The term of an option cannot exceed ten years
and, in the case of an optionee who owns 10% or more of the outstanding Common
Stock, cannot exceed five years.

     The 1996 and 1999 Stock Option Plans will terminate automatically and no
options may be granted more than ten years after the dates the 1996 and 1999
Stock Option Plans, respectively, were approved by our Board of Directors. The
1996 and 1999 Stock Option Plans may be terminated at any prior time by the
Board of Directors. Termination of the 1996 and 1999 Stock Option Plans will not
affect options that were granted prior to the termination date.

                                       16
<PAGE>


     As of March 17, 2004, options to purchase an aggregate of 960,629 and
890,000 shares of our Common Stock were outstanding under the 1996 and 1999
Stock Option Plans, respectively, and an aggregate of 123,288 shares were
reserved for the future issuance of stock options.

Management Incentive Plan

     In 2003 and 2002, we had in effect a management incentive plan for
corporate officers and key management employees for the purpose of awarding cash
and stock bonuses based on the achievement of certain predetermined goals. These
goals are established for each participant in the plan and are set by our
Compensation Committee prior to the beginning of the year. These goals are based
on a participant's performance and may relate to a variety of factors reflecting
our objectives and performance and a participant's ability to contribute to the
overall success of our company within the context of the purposes of the plan,
our business plan and the aspects of our business which the participant's duties
involve.

     Bonuses awarded pursuant to the plan are based on a percentage of each
participant's base salary and the overall performance of our company during the
year. However, the amount of any award to a participant for any year shall not
exceed 50% of the participant's base salary, in the case of a participant who is
a corporate officer of our Company, or 25% of base salary, in the case of a
participant who is a key management employee. Further, if the aggregate amount
of all awards under the plan exceeds 10% of our net income for a particular
year, each award shall be proportionately reduced so that the aggregate amount
of all such awards does not exceed 10% of our net income for the year.

ITEM 11  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information as of March 17, 2004
regarding the beneficial ownership of our Common Stock by (a) each person known
by us to own beneficially more than 5% of our Common Stock, (b) each of our
directors, (c) each of our Named Executive Officers, and (d) all of our
executive officers and directors as a group (eight persons):
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                                                           Percentage
  Name                                                                        Number of Shares            Beneficially
  ----                                                                      Beneficially Owned (1)            Owned
                                                                            ----------------------        -------------
  Philip Rosner (2)...............................................             2,342,342   (3)(4)             18.0%
  A. Gary Frumberg (2)..........................................               1,484,674   (5)                11.4%
  Richard R. Higgins.............................................                750,000                       5.9%
  Sean Deson (2)..................................................               327,565   (6)(7)(8)           2.5%
  Werner F. Hiller (2)............................................               297,318   (6)(8)(9)(10)       2.3%
  Irwin D. Simon (2).............................................                216,667   (6)(8)(9)           1.7%
  Ronald J. Dintemann (2).......................................                 143,444   (11)(12)            1.1%
  Harvey F. Farber (2)............................................                91,933  (12)(13)              (*)
  Joseph A. Gemmo (2)...........................................                 204,433  (14)                 1.6%
  All directors and executive officers as a group (eight persons)              5,108,376                      35.5%

(*)  Less than 1%
</TABLE>

(1)  As used in this table, a beneficial owner of a security includes any person
     who, directly or indirectly, through contract, arrangement, understanding,
     relationship or otherwise has or shares (i) the power to vote, or direct
     the voting of, such security or (ii) investment power which includes the
     power to dispose or to direct the disposition of such security. In
     addition, a person is deemed to be the beneficial owner of a security if
     that person has the right to acquire beneficial ownership of such security
     within 60 days of the date shown above.

(2)  The business address of each of Messrs. Rosner, Frumberg, Dintemann, Farber
     and Gemmo is c/o Technology Flavors & Fragrances, Inc., 10 Edison Street
     East, Amityville, New York 11701. The business address of Mr. Deson is c/o
     Deson Ventures, 112 Baypoint Drive, San Rafael, CA 94901. The business
     address of Mr. Hiller is 248 Locha Drive, Jupiter, Fl 33458. The business
     address of Mr. Simon is c/o The Hain Celestial Group, Inc., 58 South
     Service Road, Melville, NY 11747.

(3)  Includes five-year options to purchase an aggregate of 233,333 shares of
     our Common Stock granted to Mr. Rosner in June 1999, May 2001 and October
     2001 which are fully vested and excludes options to purchase 66,667 shares
     of our Common Stock that have not yet vested. Such unvested options will
     vest in 2004.

                                       17
<PAGE>


(4)  Includes 36,438 shares of our Common Stock owned by Mr. Rosner's wife. Mr.
     Rosner disclaims beneficial ownership of the shares owned by his wife.

(5)  Includes five-year options to purchase an aggregate of 200,000 shares of
     our Common Stock granted to Mr. Frumberg in June 1999, May 2001 and October
     2001 which are fully vested and excludes options to purchase 50,000 shares
     of our Common Stock that have not yet vested. Such unvested options will
     vest in 2004.

(6)  Includes ten-year options to purchase 100,000 shares of our Common Stock
     granted to each of Messrs. Deson, Hiller and Simon in June 1999 which are
     fully vested.

(7)  Includes ten-year options to purchase 200,000 shares of our Common Stock
     granted to Mr. Deson in June 1998 and an aggregate of 10,898 shares granted
     in 1999 which are fully vested.

(8)  Includes ten-year options to purchase 16,667 shares of our Common Stock
     granted to each of Messrs. Deson, Hiller and Simon in May 2002 which are
     fully vested and excludes options to purchase 33,333 shares of our Common
     Stock to each that have not yet vested. Of such unvested options, options
     to purchase 16,667 shares will vest in 2004 and 16,666 shares will vest in
     2005.

(9)  Includes ten-year options to purchase 100,000 shares of our Common Stock
     granted to each of Messrs. Hiller and Simon in January 1998 which are fully
     vested.

(10) Includes ten-year options to purchase 6,731 shares of our Common Stock
     granted to Mr. Hiller in April 1999 which are fully vested.

(11) Includes ten-year options to purchase an aggregate of 116,000 shares of our
     Common Stock granted to Mr. Dintemann in April 1994, June 1997 and April
     1999 which are fully vested and excludes options to purchase 4,000 shares
     that have not yet vested. Such unvested options will vest in 2004.

(12) Includes ten-year options to purchase 8,333 shares of our Common Stock
     granted to each of Messrs. Dintemann and Farber in May 2002 which are fully
     vested and excludes options to purchase 16,667 shares of our Common Stock
     to each that have not yet vested. Of such unvested options, options to
     purchase 8,333 shares will vest in 2004 and 8,334 shares will vest in 2005.

(13) Includes ten-year options to purchase an aggregate of 76,000 shares of our
     Common Stock granted to Mr. Farber in January 1996, February 1997 and April
     1999 which are fully vested and excludes options to purchase 4,000 shares
     that have not yet vested. Such unvested options will vest in 2004.

(14) Includes ten-year options to purchase an aggregate of 199,333 shares of our
     Common Stock granted to Mr. Gemmo in February 1997, December 1997, April
     1999 and May 2001 which are fully vested and excludes options to purchase
     20,667 shares that have not yet vested. Such unvested options will vest in
     2004.

Equity Compensation Plan Information

     The following table sets forth information about our Common Stock as of
December 31, 2003 that may be issued upon exercise of options, warrants and
other rights under our equity compensation plans as of December 31, 2003. All of
our equity compensation plans have been approved by our stockholders.
<TABLE>
<CAPTION>
<S>                              <C>                              <C>                       <C>
                                                                                                 Number of Shares Remaining
                                                                                                Available for Future Issuance
                                 Number of Shares to be Issued        Weighted Average             under Equity Compensation
                                  upon Exercise of Outstanding       Exercise Price of        Plans (excluding shares reflected
                                           Options                  Outstanding Options                 in column [a])
Plan Category                                 (a)                           (b)                               (c)
-------------                     -----------------------------    ----------------------    ----------------------------------
Equity compensation plans
approved by shareholders                   2,262,629                       $1.16                           123,288

Equity compensation plan not
approved by shareholders                       -                             -                                 -
                                  -----------------------------    ----------------------    ----------------------------------

     Total                                 2,262,629                       $1.16                           123,288
                                  =============================    ======================     =================================
</TABLE>

                                       18
<PAGE>


ITEM 12  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     In 2003 and 2002, we sold flavor products to The Hain Celestial Group, Inc.
("Hain") and/or their designated co-packer. Irwin D. Simon, a director of our
company, is the Chairman, President and Chief Executive Officer of Hain. Our
sales to Hain totaled approximately $1,003,000 in 2003 and $982,000 for 2002. We
believe such sales were made on arms-length terms and conditions and at
competitive prices.

     The following table sets forth certain information regarding loans made by
us to our directors and executive officers which were outstanding as of December
31, 2003. The notes bore interest based at a bank's prime rate through December
31, 2000 (non-interest bearing thereafter) and are due in annual installments
through April 1, 2004. In March 2004, the Board of Directors amended the notes
to change the final installment date from April 1, 2004 to April 1, 2005. As of
March 17, 2004, the aggregate indebtedness owed to us under these loans was
$53,047, including accrued interest through December 31, 2000. These loans are
secured by Common Stock that is owned by Messrs. Rosner and Frumberg.
<TABLE>
<CAPTION>
<S>                                                         <C>             <C>                         <C>
                       Table of Indebtedness of Directors
                        and Executive Officers of Company


                                                                                   Amount                    Amount
                                                                                 Outstanding               Outstanding
                                                             Involvement            as of                     as of
Name and Principal Position                                   of Issuer       December 31, 2003(1)       March 17, 2004(1)


   Philip Rosner, Chairman of the Board and                     Lender            $38,973                    $38,973
   Chief Executive Officer...............................

A. Gary Frumberg, Director and                                  Lender             14,074                     14,074
   Executive Vice President..............................

     (1)  Includes accrued interest through December 31, 2000.

</TABLE>

     In 2003 and 2002, we sold fragrance products to Scent-A-Vision, Inc., a
company owned by Ms. Sharon Christie who is the spouse of Mr. Philip Rosner, our
Chairman and Chief Executive Officer. Our sales to Scent-A-Vision for years 2003
and 2002 were approximately $109,000 and $113,000, respectively, which we
believe were competitive with other available sources for such fragrance
products.


ITEM 13  EXHIBITS AND REPORTS ON FORM 8-K.

     (a)  The exhibits listed below are filed as part of this Annual Report on
          Form 10-KSB.
<TABLE>
<CAPTION>
<S>      <C>
Exhibit
Number                              Document
-------                             --------
 3.1      Certificate of Incorporation and By-Laws (A).

 4.1      Form of Certificate Representing Share of Common Stock (A).

10.1      1993 Stock Option Plan (A).

10.2      1996 Stock Option Plan  (incorporated  by reference from our 1996 definitive proxy statement with respect to our 1996
          Annual Meeting of Stockholders, held October 30, 1996, as filed with the Commission on September 25, 1996).

10.3      1999 Stock Option Plan  (incorporated  by reference from our 1999 definitive proxy statement with respect to the 1999
          Annual Meeting of Stockholders, held June 24, 1999, as filed with the Commission on May 28, 1999).

10.4      Promissory Note of Philip Rosner issued to us, dated March 15, 1999 (filed as Exhibit 10.25 to Form 10-KSB,
          Annual Report of our company for the year ended December 31, 1998 and incorporated herein by reference).

10.5      Stock Pledge Agreement, dated March 15, 1999, between us and Philip Rosner (filed as Exhibit 10.26 to Form 10-KSB,
          Annual Report of our company for the year ended December 31, 1998 and incorporated herein by reference).

10.6      Promissory Note of A. Gary Frumberg issued to us, dated March 15, 1999 (filed as Exhibit 10.27 to Form 10-KSB,
          Annual Report of our company for the year ended December 31, 1998 and incorporated herein by reference).
</TABLE>

                                       19
<PAGE>


<TABLE>
<CAPTION>
<S>      <C>
 10.7     Stock Pledge Agreement, dated March 15, 1999, between us and A. Gary Frumberg (filed as Exhibit 10.28 to Form
          10-KSB, Annual Report of our company for the year ended December 31, 1998 and incorporated herein by
          reference).

 10.8     Agreement of Purchase and Sale, dated as of November 16, 2001,  between us and First Industrial, L.P. (filed as
          Exhibit 2.1 to form 8-K, Current Report of our company, filed with the Commission on January 15, 2002).

 10.9     Lease Agreement, dated as of January 1, 2002, between us and Town of Babylon Industrial Development Agency
          (filed as Exhibit 10.2 to Form 8-K,  Current  Report of our company,  filed with the  Commission  on January 15, 2002).

10.10     Reimbursement  Agreement, dated as of January 1, 2002,  between us and Wells Fargo Bank, Inc. (filed as Exhibit 10.3
          to Form 8-K, Current Report of our company, filed with the Commission on January 15, 2002).

10.11     Irrevocable Letter of Credit, dated January 15, 2002, issued by Wells Fargo Bank, National Association, in favor of
          the Bank of New York (filed as Exhibit 10.4 to Form 8-K, Current Report of our company,  filed with the Commission
          on January 15, 2002).

10.12     Guaranty Agreement dated as of January 1, 2002 from us to Wells Fargo Credit, Inc., Wells Fargo Bank, National
          Association and the Bank of New York (filed as Exhibit 10.5 to Form 8-K, Current Report of our company, filed with
          the Commission on January 15, 2002).

10.13     Mortgage, Security Agreement, Fixture Filing and Assignment of Leases and Rents, dated as of January 1, 2002, from
          us and Town of Babylon Industrial Development Agency to Wells Fargo Credit, Inc. (filed as Exhibit 10.6 to
          Form 8-K, Current Report of our company, filed with the Commission on January 15, 2002).

10.14     Indenture of Trust dated as of January 1, 2002, from Town of Babylon Industrial Development Agency to the Bank of
          New York (filed as Exhibit 10.7 to Form 8-K, Current Report of our company, filed with the Commission on
          January 15, 2002).

10.15     Amended and Restated Loan and Security Agreement,  dated April 25, 2002, between us and Wells Fargo Credit, Inc.
          (filed as Exhibit 11.1 to Form 10-QSB, Current Report of our company, filed with the Commission on July 31, 2002).

10.16     Executive Employment Agreements, dated May 17, 2002, between us and Messrs. Rosner, Frumberg,  Gemmo,
          Dintemann and Farber (filed as Exhibit 11.2, 11.3, 11.4, 11.5 and 11.6 to Form 10-QSB, Current Report of our
          company, filed with the Commission on July 31, 2002).

 16.1     Letter of Ernst & Young LLP dated June 21, 2002 regarding change in certifying accountant (filed as Exhibit 10.21 to
          Form 8-K, Current Report of our company, filed with the Commission on July 24, 2002)

 21.1     Subsidiaries (filed as Exhibit 21.1 to Form 10-KSB, Annual Report of our company for the year ended December 31,
          2000 and incorporated herein by reference).

*31.1     Certification of the Company's Chairman and Chief Executive Officer pursuant to Rule 13a-14 of the Securities
          Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*31.2     Certification of the Company's Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of
          1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*32.1     Certification of the Company's Chairman and Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
          pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*32.2     Certification of the Company's Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
          Section 906 of the Sarbanes-Oxley Act of 2002.

*99.1     Written Statement of Chief Executive Officer and Chief Financial Officer.


(A)  Incorporated by reference to our Registration Statement on Form 10-SB (File
     No. 0-26682) filed with the Commission on August 28, 1995.

*Filed in this Annual Report on Form 10-KSB.

     (b)  Reports on Form 8-K.
          Reports on Form 8-K filed by the Company during the last quarter of
          the period covered by this Annual Report on Form 10-KSB was a report
          filed on November 10, 2003 in respect of Items 9 and 12 of such Form
          8-K.
</TABLE>


ITEM 14  PRINCIPAL ACCOUNTANT FEES AND SERVICES

     The information required by this Item will appear under the heading
"Corporate Governance-Independent Auditor's Fees and Services" in our Proxy
Statement, which section is incorporated herein by reference.

                                       20
<PAGE>



                                   SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, we have caused
this report to be signed on our behalf by the undersigned, thereunto duly
authorized.

                                   TECHNOLOGY FLAVORS & Fragrances, Inc.

Dated: March 17, 2004              By:          /s/ JOSEPH A. GEMMO
                                      ------------------------------------------
                                                  Joseph A. Gemmo
                                      Vice President and Chief Financial Officer


     In accordance with the Exchange Act, this report has been signed by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
<S>                            <C>                                                           <C>
     Signature                                         Title                                        Date
     ---------                                         -----                                        ----

 /s/ PHILIP ROSNER              Chairman of the Board, Chief Executive Officer and            March 17, 2004
-----------------------         Director (Principal Executive Officer)
   Philip Rosner

 /s/ A.GARY FRUMBERG            Executive Vice President and Director                         March 17, 2004
-----------------------
  A. Gary Frumberg

 /s/ JOSEPH A. GEMMO            Vice President, Chief Financial Officer, Secretary and        March 17, 2004
-----------------------         Treasurer (Principal Financial and Accounting Officer)
  Joseph A. Gemmo

  /s/ SEAN DESON                Director                                                      March 17, 2004
-----------------------
    Sean Deson

 /s/ WERNER F. HILLER           Director                                                      March 17, 2004
-----------------------
   Werner F. Hiller

 /s/ IRWIN D. SIMON             Director                                                      March 17, 2004
-----------------------
   Irwin D. Simon
</TABLE>

                                       21